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7.3 The obligation to provide services under this Agreement may be terminated by either party upon seven (7) days prior written notice in the event of substantial failure. bythe other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. � 7.4 In the event that the CONTRACTOR merges with another company, becomes a suboidiaryot or makes any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement upon 3Odays written notice. 7.5 The COUNTY may terminate this Agreement in whole or in part if the CONTRACTOR submits a false invoice to the COUNTY. 8. M|SCELLANOUSPROVB0NS 8.1 independent Contractor. bisspecifically understood and acknowledged bythe parties hereto that the CONTRACTOR or employees -of the Contractor are in noway to be considered employees of the COUNTY, but are independent contractors performing solely under the terms of the Agreement and not otherwise. 8.2 Request for Proposals. I t is specifically understood and acknowledged by the parties hereto that all of the requirements set forth in the Request for Proposals dated December 1, 2014 (including addenda 1 through ]) shall beincorporated herein. ` 8.3 Merger; Modification. Except as set forth inSection OL2above, this Agreement incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that t1hene are no commitments, agreements, or understandings of any nature whatsoever concerning the subject matter of the Agreement thatarenotcontainedinthbdocument. Accordingly, it isagreed that nndeviation from the terms hereof shall be predicated upon any prior orcontemporaneous representations or agreements, whether oral orwritten, No alteration, change, or modification of the terms of this Agreement shall be valid unless made inwriting and signed bythe CONTRACTOR and the COUNTY. 8.4 Governing Law; Venue This Agreement, including all attachments hereto, shall be construed according to the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the U nited States District Court for the Southern District ofFlorida. . . 83 Remedies; No Waiver'. All remedies provided in this Agreement shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party,at law o,\nequity. Each right, power and remedy ofthe parties provided for |nthis Agreement shall becumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise. The failureofeither party toinsist upon compliance by the other party with any obligation, or exercise any remedy, does not waive the right tosointhe event ofacontinuing nrsubsequent delinquency or default. Aparty's waver of -one nrmore defaults does not constitute a vxaiverofany other delinquency or default. If any |eQo| action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection w.ith'any provisions of this Agreement, each party shall bear its own costs. 5